Article 86: Private Real Estate Fund Board

Article 86: Private Real Estate Fund Board

a. A private real estate fund shall be supervised by a fund board appointed by the fund manager.

b. The fund manager must remove a board member of the real estate private fund if a special fund resolution is issued to request the removal of that member.

c. The number of directors in a private real estate fund board must not be less than three (3) directors. The number of independent fund directors of a fund board shall not be less than two, or one third of the total number of directors, whichever is greater.

d. A fund board director may not be entitled to vote on any resolution to be taken by the fund board of on any matter in which such fund board director has any direct or indirect particular interest and shall disclose any such interest to the fund board.

e. Any person appointed by the fund manager as a member of the fund board must fulfil the following eligibility requirements:

1) the person must not be bankrupt or subject to any bankruptcy or insolvency proceedings;

2) the person must not have committed an offense involving fraud or acted in breach of integrity and honesty;

3) the person must possess the necessary experience and expertise.

f. If a member of the fund board ceases to meet the eligibility requirements set out in Paragraph (e) of this Article, the fund manager must replace a member of the fund board with another person who fulfils the eligibility requirements set out in Paragraph (e) of this Article.

g. The fund manager must provide all necessary information about the private real estate fund to all members of the fund's board in order to enable them to carry out their duties efficiently, the fund manager must also provide any other information or documentation required by the fund's board to enable it to perform its functions.